Authority to Modify Terms.
All purchase orders for UltraCell products and services ("Products")
placed by the "Purchaser" identified on the reverse of this form
are expressly limited to, and conditional upon the terms and conditions
herein stated. THE TERMS STATED HEREIN SHALL CONSTITUTE THE FINAL,
INTEGRATED, AND EXCLUSIVE AGREEMENT OF
THE PARTIES PERTAINING TO SUCH SALE.
No course of prior dealings between the parties, and no course of performance or dealing or usage
of trade shall be relevant to explain any terms stated herein. No statement,
promise, or understanding shall rescind, waive, modify or add
to these terms and conditions, or any right or claim arising out
of a breach or default by Purchaser, unless such rescission, waiver,
modification or addition is expressly approved by UltraCell in writing.

Price and Terms of Sale.
Terms of sale are INCOTERMS 2000 EXW UltraCell Dock at Livermore, California.
Unless otherwise provided in writing by the parties, each invoice will
be due and payable in United States funds net 30 days from date of invoice.
Federal or state taxesnow or hereafter imposed affecting the
production, treatment, manufacture, sales delivery, transportation or
proceeds of the Products specified herein, shall be for the account
of the Purchaser, and, if paid or required to be paid by UltraCell,
the amount thereof shall be added to and become part of the price payable
by Purchaser hereunder. Purchaser may not offset against UltraCell's
invoices any amounts that Purchaser claims are due to it.

Cancellation.
Orders, or installments on an order, accepted by UltraCell are not subject
to cancellation except with UltraCell's written agreement and upon
terms which will indemnify UltraCell for all loss or damage.

Shipping. Unless UltraCell
receives specific shipping instructions from Purchaser, UltraCell shall
exercise its own discretion and choice in selecting the carrier and
most suitable method of shipment. Purchaser shall bear all risk of loss
after INCOTERMS 2000 EXW delivery by UltraCell. Purchaser is responsible
for all shipping and handling costs unless negotiated otherwise.

Partial
Shipments. Partial shipments shall not be subject to rejection
for defect in quantity, and remittances with respect thereto, must be
made in accordance with invoices rendered in connection therewith.

Claims.
All claims
must be made in writing within (15) fifteen days of delivery at destination
Purchaser site. All Product returns shall require a return material
authorization ("RMA") from UltraCell and be delivered INCOTERMS
2000. Purchaser shipping point in accordance with UltraCell instructions.
UltraCell shall pay for all RMA shipping, insurance, and related costs.
No Products will be accepted for credit or return by UltraCell absent
RMA.

Returns. Products returned
without UltraCell's prior written permission will not be accepted
for credit. UltraCell may choose at its discretion the method
of transportation and carrier for returned freight.

Limited Warranty and Disclaimer.
READ THIS ENTIRE WARRANTY AND DISCLAIMER BEFORE USE. IF THE TERMS ARE
NOT ACCEPTABLE, RETURN THE PRODUCT PRIOR TO ANY USAGE IN THE ORIGINAL
PACKAGING WITHIN 7 DAYS OF RECEIPT FOR A REFUND OF THE PURCHASE PRICE.
This warranty applies to Products as specified in the user's manual
and is effective upon delivery date, and covers only the fuel cell unit
and not fuel cartridges and/or accessories associated with this sale.
UltraCell warrants that the Products will be free from defects in material
and workmanship, under normal use and service: (a) one (1) year from
the 1st day of use or b) 1,000 hours of operation, whichever
comes first. This warranty is void under any of the following conditions:
(i) opening the case; (ii) unit is damaged by accident or use not in
accordance as specified in the operations manual and/or operating conditions
as determined by UltraCell; (iii) revision of the purchase agreement
and/or any relevant official document without UltraCell's written
prior approval; and (iv) use of fuel cartridges that are not manufactured
and/or refilled by UltraCell. ULTRACELL MAKES NO OTHER WARRANTY,
EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
ARE HEREBY DISCLAIMED. The exclusive remedies of Purchaser under
the warranty set out in this Section will be, at the option of UltraCell;
either repair, replacement or the issuance of a credit to the Purchaser.
Purchaser agrees that no agent, employee or representative of UltraCell
has authority to bind UltraCell to any affirmation, representation or
warranty concerning the Products other than those warranties expressly
set forth herein.

In the event the Product is subject
to technical issues under this warranty, the registered owner must report
the problem immediately via telephone during regular business hours
at (925) 455-9400 or email at
support@ultracell-llc.com
with your name, contact information, and brief description of the problem.
A customer service representative will contact the registered owner within
2 business days to determine the appropriate course of action. If the
unit is determined to be faulty due to manufacturing defects, UltraCell
shall repair or replace the Product at its discretion. The warranty
expiration shall be pro-rated based on the hours used and/or date of
purchase.

UltraCell's Liability.
TO THE EXTENT PERMITTED BY LAW, ULTRACELL SHALL HAVE NO LIABILITY TO
PURCHASER OR ANY OTHER PERSON FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, USE,
DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS
OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS,
WHETHER ARISING OUT OF BREACH OF WARRANTY OR OTHER BREACH OF CONTRACT,
NEGLIGENCE OR OTHER TORT, OR OTHERWISE, EVEN IF ULTRACELL SHALL HAVE
BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
The maximum liability of UltraCell for any reason whatsoever arising
out of delivery or use of Products delivered under this order shall
in no case exceed the amount that purchaser has paid to UltraCell for
such Products prior to the assertion of such liability. In no event
shall UltraCell be liable for special or consequential damages hereunder.
No liability shall be assumed by UltraCell for delays due to conditions
beyond UltraCell's control. The Products sold by UltraCell are
not specifically developed for use in the planning, construction, maintenance,
operation or other use of any nuclear facility, for flight, navigation
or communication of any aircraft or ground support equipment involving flight
aircraft, medical instruments or medical equipment, or in any other device
which involves life threatening of or inherently dangerous activity.
The Products sold by UltraCell have not been certified for indoor use.
Purchaser agrees that UltraCell shall have no liability for any claims,
losses, costs, or damages arising from such use. Without limiting the immediately foregoing
two sentences in any respect Purchaser agrees to indemnify and hold
UltraCell harmless from and against all claims, losses, costs, or damages
arising out of or in connection with
the use of the Products in any such applications.

Taxes.
Federal or state taxesnow or hereafter imposed affecting the
production, treatment, manufacture, sales delivery, transportation or
proceeds or the Products specified herein, shall be for the account
of the purchaser, and if paid or required to be paid by the Seller the
amount thereof shall be added to and become part of the price payable
by the purchaser hereunder.

Limitations on Actions.
No action, regardless of form, arising out of any transaction to which
these terms and conditions are applicable may be brought by the Purchaser
more than one year after the cause of action has occurred.

Applicable Law.
All rights and obligations of the parties hereto shall be governed by
the internal laws of the State of California, without regard to the
principles of comity and conflicts of laws provisions of any jurisdiction.
The parties disclaim application of the United Nations Convention on
Contracts for the International Sale of Goods.